Form of Stock Option Agreement


    EXHIBIT
      10.30

     

    COMMUNICATION
      INTELLIGENCE CORPORATION

    STOCK
      OPTION AGREEMENT

    


    1. Grant
      of Option.
      Subject
      to the terms, definitions and provisions contained herein, Communication
      Intelligence Corporation (the "Company"), hereby grants to:

    


    Optionee’s
      Name: 

    


    Option
      to
      purchase Common Stock of the Company as follows:

    


    
      	 	
              Date
                of Grant:

               

              Total
                Number of Non-Qualified 

                   
                Shares Underlying Grant:

               

              Exercise
                price per share 

               

              Expiration
                Date:

            	 	 	 


    

    


    Termination
      Period.
      This
      Option may be exercised for ninety days after separation from the Company except
      as set out in Sections 7 and 8 of this Option Agreement (but in no event later
      than the Expiration Date).

    


    2. Exercise
      of Option.
      This
      Option shall be exercisable in whole or in part during its term in accordance
      with the following Vesting Schedule:

    


    Please
      see the Stock Option Vesting Schedule attached hereto as Exhibit
      B

     

    (i)
       Right
      to Exercise.

    


    (a)
       This
      Option may not be exercised for a fraction of a share.

    (b) In
      the
      event of Optionee's death, disability or other separation from the Company,
      the
      exercisability of the Option is governed by Sections 6, 7 and 8 below, subject
      to the limitation contained in subsection 2(i)(c).

    (c) In
      no
      event may this Option be exercised after the date of expiration of the term
      of
      this Option as set forth herein.

    


    (ii) Method
      of Exercise.
      This
      Option shall be exercisable by written notice delivered to the Secretary of
      the
      Company (in the form attached as Exhibit A) which shall state the election
      to
      exercise the Option, the number of Shares in respect of which the Option is
      being exercised, and such other representations and agreements as to the
      holder's investment intent with respect to such shares of Common Stock as may
      be
      reasonably required by the Company. Such written notice shall be signed by
      the
      Optionee and shall be delivered in person or by certified mail to the Secretary
      of the Company. The written notice shall be accompanied by payment of the
      Exercise Price pursuant to Section 3 hereof. This Option shall be deemed to
      be
      exercised upon receipt by the Company of such written notice accompanied by
      the
      Exercise Price.

    


    3. Method
      of Payment.
      Payment
      of the Exercise Price shall be by check or delivery of shares of the Company’s
      Common Stock then owned by the Optionee. Payment may also be made by delivering
      a properly executed exercise notice to the Company together with a copy of
      irrevocable instructions to a broker to deliver promptly to the Company the
      amount of sale or loan proceeds to pay the exercise price.

    


    4. Restrictions
      on Exercise and Tradability of Underlying Shares.
      This
      Option may not be exercised if the issuance of such Shares upon such exercise
      or
      the method of payment or consideration for such shares would constitute a
      violation of any applicable federal or state securities or other law or
      regulation, including any rule under Part 207 of Title 12 of the Code of Federal
      Regulations (“Regulation G”) as promulgated by the Federal Reserve Board. The
      underlying shares to be issued pursuant to this option have not been registered
      with the Securities and Exchange Commission and will be subject to trading
      restrictions upon issuance.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    5. Termination
      of Relationship.
      Should
      Optionee cease to be an employee or director, Optionee may, to the extent
      otherwise so entitled at the date of such termination (the "Termination Date"),
      exercise this Option during the Termination Period set out in Section 1 of
      this
      Option. To the extent that Optionee was not entitled to exercise this Option
      at
      the date of such termination, or if Optionee does not exercise this Option
      within the time specified herein, the Option shall terminate.

    


    6. Disability
      of Optionee.
      Notwithstanding the provisions of Section 6 above, in the event of termination
      of Optionee's status as an employee or a member of the Board of Directors as
      a
      result of total and permanent disability (as defined in Section 22(e)(3) of
      the
      Internal Revenue Code), Optionee may, but only within twelve (12) months from
      the date of separation from the Board of Directors or if separation is due
      to
      disability which is not total and permanent, then within six (6) months of
      such
      separation (but in no event later than the date of expiration of the term of
      this Option as set forth in Section 10 below), exercise the Option to the extent
      otherwise so entitled at the date of such termination. To the extent that
      Optionee was not entitled to exercise the Option at the date of termination,
      or
      if Optionee does not exercise such Option (to the extent otherwise so entitled)
      within the time specified herein, the Option shall terminate.

    


    7. Death
      of Optionee.
      In the
      event of the death of Optionee, the Option may be exercised at any time within
      twelve (12) months following the date of death (but in no event later than
      the
      date of expiration of the term of this Option as set forth in Section 10 below),
      by Optionee's estate or by a person who acquired the right to exercise the
      Option by bequest or inheritance, but only to the extent the Optionee could
      exercise the Option at the date of death.

    


    8. Non-Transferability
      of Option. This
      Option may not be transferred in any manner otherwise than by will or by the
      laws of descent or distribution and may be exercised during the lifetime of
      Optionee only by him. The terms of this Option shall be binding upon the
      executors, administrators, heirs, successors and assigns of the
      Optionee.

    


    9. Term
      of Option.
      This
      Option may be exercised only within the term set out in Section 1 of this
      Option, and may be exercised during such term only in accordance with the terms
      of this Option.

    


    10. Tax
      Consequences.
      OPTIONEE
      SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THIS OPTION OR DISPOSING OF
      THE
      SHARES.

    


    11. Adjustment
      upon Changes in Capitalization.
      In the
      event of any change in the number of shares of the outstanding common stock
      of
      the Company as a consequence of a stock split, stock dividend, combination
      or
      reclassification of shares, recapitalization, merger or similar event, the
      number of shares underlying this Option and the related exercise price shall
      be
      adjusted proportionately. 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    


    Optionee
      hereby accepts this Option subject to all of the terms and provisions hereof.
      Optionee has reviewed this Option in its entirety, has had an opportunity to
      obtain the advice of counsel prior to executing this Option and fully
      understands all provisions of the Option. Optionee hereby agrees to accept
      as
      binding, conclusive and final, all decisions or interpretations of the Board
      of
      Directors or duly appointed or elected committee thereof upon any questions
      arising under this option.

    


    


    


    
      	
               

              ACCEPTED:

            	 	
              COMMUNICATION
                INTELLIGENCE CORPORATION

            
	 	 	 
	
              Optionee

               

            	 	
              By:
                Francis V. Dane

               

              Vice
                President Human Resources

            
	
              Address

               

            	 	
              Title

            
	
              City
                State Zip

            	 	 


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

    COMMUNICATION
      INTELLIGENCE CORPORATION

    STOCK
      OPTION EXERCISE NOTICE

    


    


    The
      undersigned is the holder of an option and wishes to exercise that option to
      purchase common stock of Communication Intelligence Corporation as
      follows:

    


    
      	
               

              Number
                of Shares:

            	 
	
               

              Exercise
                Price:

            	
               

              $
                 

            
	
               

              Total
                Purchase Price:

            	
               

              $

            


    

    


    This
      Exercise Notice together with payment is to be delivered, either in person
      or by
      certified mail to:

    


    
      	 	
              The
                Secretary

              Communication
                Intelligence Corporation

              275
                Shoreline Drive, Suite 500

              Redwood
                Shores, CA 94065

            	 


    

    


    


    
      	 
	
              Dated

            
	 
	
              Signature

            
	 
	
              Typed
                or Printed Name

            


    

    


    Please
      mail my common stock certificate to the address listed below: